town and Kernstown, Colonel Gordon was directed by General Williams to send back the Second Massachusetts, Lieutenant-Colonel Andrews commanding; the Twenty-seventh Indiana, Colonel Colgrove, and the Twenty-eighth New York, Lieutenant-Colonel Brown, to rescue the rear of the train and hold the enemy in check. They found him at Newtown with a strong force of infantry, artillery, and cavalry. The Second Massachusetts was deployed in the field, supported by the Twenty-eighth New York and Twenty-seventh Indiana, and ordered to drive the enemy from the town, and the battery was at the same time so placed as to silence the guns of the enemy. Both these objects were quickly accomplished. They found it impossible to reach Middletown, so as to enable the cavalry under General Hatch to join the column or to cover entirely the rear of the train. Large bodies of the enemy's cavalry pressed upon our right and left, and the increased vigor of his movements demonstrated the rapid advance of the main body. A cavalry charge made upon our troops was received in squares on the right and on the road and in line on the left, which repelled his assault and gained time to reform the train, to cover its rear, and to burn the disabled wagons. This affair occupied several hours, the regiments having been moved to the rear about 6 o'clock, and not reaching the town until after 12. A full report by Colonel Gordon, who commanded in person, is inclosed herewith. The principal loss of the Second Massachusetts occurred in this action.

THE FIGHT AT WINCHESTER.

The strength and purpose of the enemy were to us unknown when we reached Winchester, except upon surmise and vague rumors from Front Royal. These rumors were strengthened by the vigor with which the enemy had pressed our main column and defeated at every point efforts of detached forces to effect a junction with the main body. At Winchester, however, all suspense was relieved on that subject. All classes-secessionists, Union men, refugees, fugitives, and prisoners-agreed that the enemy's force at or near Winchester was overwhelming, ranging from 25,000 to 30,000. Rebel officers who came into our camp with entire unconcern, supposing that thief own troops occupied the town as a matter of course and were captured, confirmed these statements, and added that an attack would be made upon us at daybreak. I determined to test the substance and strength of the enemy by actual collision, and measures were promptly taken to prepare our troops to meet them. They had taken up their positions on unerring the town after dark without expectations of battle, and were at disadvantage as compared with the enemy. The rattling of musketry was heard during the latter part of the night, and before the break of day a sharp engagement occurred at the outposts.

Soon after 4 o'clock the artillery opened its fire, which was continued without cessation till the close of the engagement. The right of our line was occupied by the Third Brigade, Colonel George H. Gordon commanding. The regiments were strongly posted, and near the center covered by stone walls from the fire of the enemy. Their infantry opened on the right, and soon both lines were under heavy fire. The left was occupied by the First Brigade, Colonel Donnelly, Twenty-eighth New York, commanding. The line was weak compared with that of the enemy, but the troops were well posted and patiently waited, as they nobly improved their coming opportunity.

The earliest movements of the enemy were on our left, two regiments being seen to move as with the purpose of occupying a position in flank